These are the standard terms and conditions upon which Broster Buchanan Limited (“Broster Buchanan”) offers its services through its Orbbis platform to clients (“Clients”).

“Agreement” means this consultancy service agreement including each and every Statement of Works.

“BB Group Company” means Broster Buchanan and any of its Subsidiaries from time to time.

“Business Day” means a day other than a Saturday or Sunday when the main clearing banks in London are open for a full range of business banking transactions.

“Data Protection Legislation” means the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in England from time to time.

“Deliverables” means the outputs from the provision of the Services set out in any Statement of Works.

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.

“Services” means the services to be provided by Broster Buchanan as specified in the relevant Statement of Works.

“Statement of Works” means a statement agreed between Broster Buchanan and the Client from time to time specifying works to be carried out by and deliverables to be provided by Broster Buchanan.

  1. All and any business undertaken by Broster Buchanan and or any BB Group Company is transacted subject to these terms and conditions unless otherwise agreed by Broster Buchanan in writing.
  2. In the event of any conflict between these terms and conditions and any other terms and conditions, the former shall prevail unless otherwise expressly agreed by Broster Buchanan in writing.
  3. Any amendments to these terms and conditions must be by way of a variation agreement. Save for any amendments made by a variation agreement, all of the terms and conditions shall remain the same. Where Broster Buchanan and the Client have entered into a variation agreement and the Client breaches any of the terms and conditions of the variation agreement then Broster Buchanan may unilaterally revert to these terms and conditions.
  4. If any of these terms and conditions or any part thereof is held to be invalid, void or unenforceable for any reason, the remaining provisions of these terms and conditions shall remain in full force and effect to the extent permitted by law.
  5. Broster Buchanan may assign this Agreement to any other BB Group Company without the consent of the Client and references to Broster Buchanan herein shall then refer to such other BB Group Company as the context allows. Subject to this clause, this Agreement is personal to the Client and neither of them shall assign any of their rights under this Agreement without the prior written consent of the other. Also, subject to this clause, the parties do not intend any person who is not a party to this Agreement to have any rights under it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
  6. Broster Buchanan shall provide and perform the Services on the terms and conditions of this Agreement and will do so in compliance with applicable laws, regulations, codes of practice and professional standards and with reasonable skill and care.
  7. Broster Buchanan shall use its reasonable endeavours to ensure that the same personnel provide the Services where reasonably requested in order to maintain consistency and build a relationship with the Client.
  8. The Client shall not at any time during the term of this Agreement or for a period of 6 months following its expiry or termination employ or solicit for employment or engage on any basis any member of a BB Group Company’s personnel (whether employed or engaged on some other basis by such company).
  9. The Client acknowledges the cost to Broster Buchanan of losing and replacing any such person and the Client agrees that if it breaches the provisions of clause 4.3, the Client shall pay to Broster Buchanan by way of liquidated damages a sum equal to the greater of (i) £50,000; and (ii) an amount equal to the person’s aggregate annual gross remuneration package.
  10. The Client shall provide Broster Buchanan with such information and access to such facilities and personnel as Broster Buchanan shall reasonably require in order to provide the Services.
  11. The Client shall make such decisions and provide such instructions as Broster Buchanan shall require and at the time that Broster Buchanan requires to enable Broster Buchanan to provide the Services.
  12. The Client acknowledges that Broster Buchanan’s ability to provide the Services and to meet any timeframe agreed for the provision of the Services is dependent on the Client providing that information and access and providing those decisions and instructions at the times required by Broster Buchanan.
  13. Any pre-existing intellectual property rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a licence to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.
  14. All intellectual property rights that are created in the course of the provision of the Services and in the Deliverables shall belong to Broster Buchanan; the Client shall have a royalty free, perpetual licence to use those rights as envisaged by this Agreement to enable the Client to have the benefit of the Services and the Deliverables for use within the Client’s own business.
  15. Broster Buchanan and the Client may during the course of this Agreement and in connection with the Services obtain information relating to the other party which is not made available generally by that other party (“Confidential Information”). The receiving party shall keep all Confidential Information confidential and not disclose it to any person (save as required by law) and use the Confidential Information only for the purpose for which it was provided and for no other purpose.
  16. Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Broster Buchanan is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).
  17. The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Broster Buchanan for the duration and purposes of this Agreement.
  18. Broster Buchanan shall, in relation to any personal data processed in connection with the performance by Broster Buchanan of its obligations under this Agreement:
    1. process that personal data only for the purposes of this Agreement or on the Client’s written instructions;
    2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
    3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
    4. not transfer any personal data outside of the European Economic Area unless appropriate safeguards have been secured.
    5. assist the Client in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    6. notify the Client without undue delay on becoming aware of a personal data breach;
    7. at the Client’s written direction, delete or return personal data and copies thereof to the Client on termination of this agreement unless required by applicable law to store the personal data; and
    8. maintain records and information to demonstrate its compliance with these provisions.
  19. The Client shall comply and procure that its employees and officers and any third parties under the control or direction of Broster Buchanan comply with all applicable laws, rules and regulations relating to anti-bribery and corruption including but not limited to the UK Bribery Act 2010. The Client shall immediately disclose in writing to Broster Buchanan details of any breach of these terms and conditions and shall provide such information and explanation as is reasonably necessary to verify compliance with this term.
  20. Broster Buchanan shall charge and the Client shall pay the amounts set out or calculated in accordance with the relevant Statement of Works. Where the fees are to be calculated on a time and materials basis, Broster Buchanan may increase those fees on giving not less than one month’s written notice to the Client.
  21. Any sums stated in this Agreement (including in any Statement of Works) are expressed exclusive of VAT and all other taxes which, where applicable, will be added and payable by the Client in addition.
  22. The Client shall reimburse Broster Buchanan for expenses including those that are specified in the relevant Statement of Works provided they are reasonable and properly incurred.
  23. Broster Buchanan shall invoice the Client on the basis set out in the relevant Statement of Works or, if payment details are not set out, monthly in arrears. The Client shall pay all valid and properly submitted invoices not later than 14 days after they are received or at such other times as may be specified in the relevant Statement of Works.
  24. If the Client does not pay any invoice by the due date for payment Broster Buchanan may, without prejudice to any other rights and remedies that it may have suspend provision of the Services until payment in full including any interest is received and/or charge interest on the sum outstanding at the rate set by the Late Payment of Commercial Debts (Interest) Act 1998.
  25. The Client shall pay all invoices in full without any set-off or deduction.
  26. This Agreement shall commence on the date stated at the beginning and shall continue in force until terminated by either party giving to the other not less than two months’ notice provided that either party may terminate this Agreement forthwith on notice to the other party if that other party:
    1. is in material breach of any of the terms of this Agreement and, where the breach is capable of being remedied, fails to remedy the breach within 20 Business Days of service of notice specifying the breach and requiring it to be remedied;
    2. has a petition granted for its winding up or has a liquidator, administrator, receiver or administrator appointed in respect of it, enters into an arrangement with its creditors or cease or threatens to cease trading.
  27. Termination under clause 25 may be in respect of any individual Statement of Works or in respect of this Agreement including all Statements of Works.
  28. On termination of this Agreement for any reason and at the end of the provision of the Services, Broster Buchanan shall return all property, equipment, documentation and other things provided to it by the Client in connection with the provision of the Services.
  29. Termination of this Agreement or any Statement of Works shall not affect any right or remedy which has accrued due at the time of termination.
  30. Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, or for fraud.
  31. Subject to clause 29, Broster Buchanan shall have no liability to the Client in connection with this Agreement for any loss of profits, loss of revenue, loss of business, loss of contract, loss of goodwill, loss of data or failure to make anticipated savings or any indirect or consequential loss, whether this results from breach of contract, negligence or otherwise.
  32. Subject to clause 29 the maximum aggregate liability of Broster Buchanan to the Client under or in connection with this Agreement and whether resulting from breach of contract, negligence or otherwise shall not exceed 75% of the amount payable by the Client under this Agreement in respect of the 12 months fees or £1,000,000, whichever is the lower, prior to the date on which such liability arises.
  33. Neither party shall have any liability for any failure to perform or delay in performing any of its obligations under this Agreement if and to the extent that such failure or delay is caused by reasons, circumstances or events beyond the reasonable control of that party. If a party is affected by any circumstance or event of the type described in this clause, that party shall notify the other party as soon as reasonably practicable and the parties shall each use all reasonable endeavours to minimise the impact on the obligations that are affected.
  34. Broster Buchanan may sub-contract part or parts of its obligations under this Agreement but shall remain liable for the performance of those parts that have been sub-contracted.
  35. This Agreement (together with any Statements of Works) constitutes the complete and exclusive agreement between the parties in respect of the subject matter to which it relates and supersedes all prior correspondence, agreements and understandings.
  36. Any notices that are required under this Agreement shall be in writing and shall be served on the relevant party at its registered office address. Notices may be served by personal delivery, in which case they shall be deemed to be served when delivered or first class pre-paid post, in which case they shall be deemed to be served on the second Business Day after the day of posting.
  37. If a party does not on any occasion insist on the strict observance or performance of any rights under or of any provision of this Agreement, that will not amount to a waiver of those rights or that provision. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
  38. This Agreement and everything arising in connection with it, including non-contractual matters, shall be governed by English Law and the parties submit to the exclusive jurisdiction of the courts of England.